This thesis examines the process by which a former first class residential area on the fringe of downtown Winnipeg was redeveloped as a high-rise, high-rent apartment complex during the dedade 1961-1971. The primary redevelopment activity was that of the demolition and replacement of existing dwellings with high-rise apartment structures. Thirty-two properties were demolished and fifteen new apartment blocks were constructed, adding a total of 1646 apartment suites to the area. The population of the Roslyn Road Area increased almost six-fold from 450 in 1961 to 2660 in 1971. In attempting to assess the reasons why the high-rise apartment complex developed in the Roslyn Road Area the thesis examined both the relationship of this neighbourhood to the critical periods of growth and decline in the urban development of the city as a whole, and the complex interaction of decisions by homeowners, development interests, planners and elected officials which resulted in development activity. The theoretical framework for analyzing this land use change in the Roslyn Road Area was the process of land use succession and the location of high-density residential development as discussed in the researches of L. S. Bourne. The "building renewal cycle," as developed by Bourne and others, provided a useful analytical tool for assessing the process by which the standing stock of buildings is continually adapted over time to the changing needs of the urban area. This case-study of the Roslyn Road Area also confirmed three of Bourne's major variables indicating location possibilities for high-density residential development.